Obligation to Hire Employees Sample Clauses

Obligation to Hire Employees. Effective 12:00 a.m., Mountain standard time, on the day of Closing, Holdings shall offer employment to each of the Employees, including
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Obligation to Hire Employees. (a) (i) Effective on the Closing Date, the Purchaser agrees to offer immediate employment at a comparable job and at a comparable rate of pay at the same employment location to the following employees so that no period of unemployment would occur between employment with the Sellers prior to the Closing Date and employment with the Purchaser on or after the Closing Date: (A) other than those employees designated by the Sellers in Section 14.01 of the Disclosure Schedule, all of the Sellers’ salaried and non-union hourly personnel employed immediately prior to the Closing Date in the Business, (the “Non-Union Employees”); (B) all of the Sellers’ unionized hourly personnel employed immediately prior to the Closing Date in the Business, in accordance with the terms and conditions of the Collective Bargaining Agreements applicable to such employees, as further explained in Section 14.03 (the “Hourly Employees”); and (C) subject to Section 14.01(d), all employees employed by the Sellers immediately prior to the Closing Date in the Business and who are temporarily absent from active employment by reason of disability, illness, injury, workers’ compensation, military leave, approved leave of absence or layoff who, at the Closing Date, have rights to return to employment under the Sellers’ policies (the “Inactive Employees”); and (D) those information technology employees of the Sellers designated in Section 14.01(a)(iv) of the Disclosure Schedule (the “Technology Employees”) (collectively, the Inactive Employees, Technology Employees, Non-Union Employees, and Hourly Employees shall be the “Business Employees”). All actively employed Business Employees who accept the Purchaser’s offer of employment and are actively employed by the Sellers immediately prior to the Closing Date (the “Transferred Employees”) shall become immediately employed on an uninterrupted basis by the Purchaser as of the Closing Date. Notwithstanding the foregoing, with respect to any Business Employees based in Canada, Purchaser shall offer employment to and/or hire such Business Employees under terms that comply with applicable Law.
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Obligation to Hire Employees. On the Closing Date, Purchaser agrees to hire each of Seller's salaried and non-union hourly personnel (other than those individuals identified in Section 13.3(a) of the Disclosure Letter) then employed by Seller (including, without limitation, any employees who are on leave of absence due to disability or otherwise as of the Closing Date, all such employees as of the date hereof being listed in Section 13.3(a) of the Disclosure Letter) exclusively in connection with the Businesses (collectively, the "Non-Union Employees") at a comparable job and on comparable terms and with, in the aggregate, substantially comparable benefits (specifically excluding Seller's employee stock ownership plan, any right to invest in employer stock under any Seller defined contribution plan and the Past Service Plan), and agrees to hire all of Seller's unionized hourly personnel then employed by Seller exclusively in connection with the Businesses (the "Hourly Union Employees"; together with the Non-Union Employees, the "Employees") subject to the terms and conditions of the collective bargaining agreement applicable to such employees existing on or after the Closing Date.
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Obligation to Hire Employees. Effective 12:00 a.m., Mountain standard time, on the day of Closing, Holdings shall offer employment to each of the Employees, including Employees then on leave but excluding any Employees receiving long-term disability benefits, and Employees on leave shall be deemed to have accepted employment as of the Closing Date unless such Employee declines such offer. Such offer shall be at a wage rate and on other terms and conditions which (i) in respect of Employees whose employment is governed by a collective bargaining agreement, is in accordance with the requirements of such agreement, and (ii) in respect of all other Employees, provides for base salaries, base wages and commission, and cash bonus opportunity, which in the aggregate are substantially comparable to those in effect for each such Employee under its employment with Parent immediately prior to the Closing Date. Holdings will provide incentive compensation for management via equity-based awards and/or equity investment opportunities. Holdings shall not be obligated to pay severance to any Employee who rejects Holding’s offer of employment. All Employees who accept employment with Holdings on the Closing Date shall commence such employment as of immediately after their termination by Parent so that there is no gap in their employment or in their health and welfare benefit plan coverage. All Employees who accept employment with Holdings pursuant to this Section 11.2 shall be referred to herein as “Transferred Employees.” The parties acknowledge that Holdings may cause one or more of its Subsidiaries to satisfy its obligations under this Article 11, including the obligation to offer employment to and hire the Transferred Employees. Notwithstanding anything to the contrary herein, in connection with any offer of employment to an Employee who is party to a 2004 Severance Agreement, Holdings may include as part of such offer that such Employee will enter into a severance agreement or arrangement with terms and conditions (other than with respect to the aggregate amount of severance benefits) different than the 2004 Severance Agreement, so long as Holdings offers such Employee an alternative offer (which may contain lesser compensation and benefits) that includes the 2004 Severance Agreement. With respect to any Transferred Employee who is party to a 2004 Severance Agreement, Parent agrees at Holdings’ request to take all such actions and enter into such agreements as may be necessary for Parent to assign...
Sample 1
Obligation to Hire Employees. (a) Effective on the Closing Date, Purchaser agrees to offer employment to all of Seller's salaried and non-union hourly personnel (the "Non-Union Employees"), other than those employees designated by Purchaser to Seller in writing prior to the date hereof with reference to this Section 11.1 (the "Non-Hired Non-Union Employees"), at a comparable job and at a comparable rate of pay (or in the case of those employees with employment agreements, Purchaser shall assume such agreements), and agrees to offer employment to all of Seller's unionized hourly personnel (the "Hourly Employees"; together with the Non-Union Employees, the "Employees"), other than those unionized hourly personnel designated by Purchaser to Seller in writing prior to the date hereof (the "Non-Hired Union Employees"), subject to the terms and conditions of the collective bargaining agreement applicable to such employees. Subject to the provisions of this Section 11.1, Purchaser agrees to assume all employment-related obligations with respect to the Employees accruing on and after the Closing Date. For purposes of this Section 11.1, "employment-related obligations" shall include compensation for services performed for Purchaser after the Closing Date (and related employment and withholding taxes), benefits accrued under any Purchaser-sponsored employee welfare benefit plan or employee pension benefit plan (as defined under ERISA Section 3(1) or 3(2), respectively) covering the Employees after the Closing Date and workers compensation benefits with respect to claims filed after the Closing Date (regardless of when the injury occurred).
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Related to Obligation to Hire Employees

  • Labor Agreements and Actions; Employee Compensation (a) Neither the Company nor the Subsidiary is bound by or subject to (and none of its assets or properties is bound by or subject to) any written or oral, express or implied, contract, commitment or arrangement with any labor union other than those provisions of general agreements between the Federation of Labor Unions (the “Histadrut”) and the Coordination Bureau of Economic Organizations which may be applicable to certain classes of employees by virtue of extension orders, and no labor union has requested or has sought to represent any of the employees, representatives or agents of the Company or the Subsidiary. There is no strike or other labor dispute involving the Company or the Subsidiary pending, or to the best knowledge of the Company, that is likely to have a Material Adverse Effect, nor is the Company aware of any labor organization activity involving the Company or the Subsidiary. The Company is not aware that any officer or key employee, or that any group of key employees, intends to terminate their employment with the Company or the Subsidiary, nor does the Company or the Subsidiary have a present intention to terminate the employment of any of the foregoing. Schedule 2.24 sets forth the names of each of the Company’s and the Subsidiary’s employees and consultants. The Company and the Subsidiary are or at the Closing will be a party to an employment agreement with each employee of the Company and the Subsidiary, as applicable. The employment of each officer and employee of the Company or the Subsidiary is terminable at the will of the Company or the Subsidiary, subject to the payment of severance and other payments as provided by law and/or pursuant to any applicable employment agreements. The Company and the Subsidiary have complied in all material respects with all applicable laws related to employment. Except as set forth in Schedule 2.24(a) below, the Company and the Subsidiary are not parties to or bound by any currently effective employment deferred compensation agreement, bonus plan, incentive plan, profit sharing plan, retirement agreement, or other employee compensation agreement. Schedule 2.24(a) contains a list of all written and material oral promises, agreements, arrangements and understandings, with officers, directors, employees and consultants (other than attorneys and accountants) of the Company and the Subsidiary, which are presently in effect, detailing the name, title or position, annual salary/compensation (including bonuses, commissions, and deferred compensation), pensions (including those required by all applicable laws), retirement benefits, company cars, profit sharing, and any interests in any incentive compensation plan. A copy of the written (and a summary description of any material oral) agreements described in this Section 2.24 was delivered to Wellington prior to the date hereof. The severance pay to the employees of the Company and the Subsidiary is fully funded or provided for in the Financial Statements in accordance with US generally accepted accounting principals. All liabilities of the Company in connection with its employees (excluding illness pay and advance notice of termination) were adequately accrued in the Financial Statements and the Company is not aware of any circumstance whereby any employee might demand any claim for compensation on termination of employment beyond the amount of statutory or contractual severance pay to which such employee may be entitled. All obligations of the Company and the Subsidiary with respect to statutorily required severance payments have been fully satisfied or have been funded by contributions to appropriate insurance funds.

  • Obligations to Employees Except as set forth in the MBT Disclosure Letter, all accrued obligations and liabilities of MBT and any Subsidiary, whether arising by operation of law, by contract or by past custom, for payments to trust or other funds, to any government agency or body or to any individual director, officer, employee or agent (or his heirs, legatees or legal representative) with respect to unemployment compensation or social security benefits and all pension, retirement, savings, stock purchase, stock bonus, stock ownership, stock option, stock appreciation rights or profit sharing plan, any employment, deferred compensation, consultant, bonus or collective bargaining agreement or group insurance contract or other incentive, welfare or employee benefit plan or agreement maintained by MBT or any Subsidiary for their current or former directors, officers, employees and agents have been and are being paid to the extent required by law or by the plan or contract, and adequate actuarial accruals and/or reserves for such payments have been and are being made by MBT or any Subsidiary in accordance with generally accepted accounting and actuarial principles, except where the failure to pay any such accrued obligations or liabilities or to maintain adequate accruals and/or reserves for payment thereof would not have a Material Adverse Effect. Except as set forth in the MBT Disclosure Letter, all obligations and liabilities of MBT and the Subsidiaries, whether arising by operation of law, by contract, or by past custom, for all forms of compensation which are or may be payable to their current or former directors, officers, employees or agents have been and are being paid, and adequate accruals and/or reserves for payment therefore have been and are being made in accordance with GAAP, except where the failure to pay any such obligations and liabilities or to maintain adequate accruals and/or reserves for payment thereof would not have a Material Adverse Effect. All accruals and reserves referred to in this Section 5.14 are correctly and accurately reflected and accounted for in the books, statements and records of MBT and the Subsidiaries, except where the failure to correctly and accurately reflect and account for such accruals and reserves would not have a Material Adverse Effect.

  • Former Employees Newco shall have no Liability with respect to (1) Former Employees or (2) as provided in the Transaction Agreement, former employees of JBG or its Affiliates who had a termination event on or prior to the Closing, in each case, regardless of when such Liability arises. Vornado shall retain Liability, if any, with respect to Former

  • Continuing Employees “Continuing Employees” is defined in Section 6.4 of the Agreement.

  • No Obligation to Continue Employment Neither the Company nor any Subsidiary is obligated by or as a result of the Plan or this Agreement to continue the Grantee in employment and neither the Plan nor this Agreement shall interfere in any way with the right of the Company or any Subsidiary to terminate the employment of the Grantee at any time.

  • Obligations of Employer 5.1 Employer agrees to make the payments due Employee as hereinabove specified, in a timely fashion, and without offset or deduction (or other than employee withholding).

  • Obligations of Employee Employee agrees that upon termination of employment he will turn over to the Company all materials and documents, whether written or electronic, that pertain to the operation, products, services, processes, plans, business or customers of the Company. Employee also agrees not to disclose to any person any confidential information of the Company. If the Employee fails to return materials required to be returned or discloses confidential information of the Company to any person, all payments and benefits still remaining to be paid or offered to the Employee under this Agreement shall be forfeited.

  • COMPENSATION; EMPLOYMENT AGREEMENTS; ORGANIZED LABOR MATTERS The Company has delivered to TCI an accurate list (which is set forth on Schedule 5.18) showing all officers, directors and key employees of the Company, listing all employment agreements with such officers, directors and key employees and the rate of compensation (and the portions thereof attributable to salary, bonus and other compensation, respectively) of each of such persons as of (i) the Balance Sheet Date and (ii) the date hereof. The Company has provided to TCI true, complete and correct copies of any employment agreements for persons listed on Schedule 5.18. Since the Balance Sheet Date, there have been no material increases in the compensation payable or any special bonuses to any officer, director, key employee or other employee, except ordinary salary increases implemented and bonuses paid on a basis consistent with past practices. Except as set forth on Schedule 5.18, (i) the Company is not bound by or subject to any arrangement with any labor union, (ii) no employees of the Company are represented by any labor union or covered by any collective bargaining agreement, (iii) to the knowledge of the Stockholders, no campaign to establish such representation is in progress and (iv) there is no pending or, to the knowledge of the Stockholders, threatened labor dispute involving the Company and any group of its employees nor has the Company experienced any labor interruptions over the past three years. The Company believes its relationship with employees to be good.

  • Compensation; Employment Agreements; Etc Enter into or amend or renew any employment, consulting, severance or similar agreements or arrangements with any of its directors, officers or employees or those of its subsidiaries or grant any salary or wage increase or increase any employee benefit (including incentive or bonus payments), except (1) for normal individual increases in compensation to employees (other than executive officers or directors) in the ordinary course of business consistent with past practice, (2) for other changes that are required by applicable law and (3) to satisfy Previously Disclosed contractual obligations.

  • Transferred Employees Harpoon’s employment of the Transferred Employees shall terminate at 11:59 p.m. Pacific Time on the Series B Closing Date. Prior to or in conjunction with the Series B Closing, Maverick shall in good faith offer employment to the Transferred Employees, pursuant to terms of written offer letters, with such employment to commence on the first Business Day immediately following the Series B Closing Date. In the event that any such Transferred Employee accepts Maverick’s offer of employment either before or after the Series B Closing, Maverick shall be responsible for all Liabilities (including salaries and benefits, including the maintenance of appropriate levels of workers’ compensation insurance) arising out of any such employment from and after the initial date of the Transferred Employee’s employment with Maverick. Harpoon shall be responsible for providing notice and health continuation coverage under COBRA to any Transferred Employee (and his/her qualified beneficiaries) who experiences a qualifying event after the Series B Closing Date. With respect to all confidentiality and invention assignment provisions applicable to Transferred Employees contained in Contracts that Transferred Employees entered into with Harpoon prior to the Series B Closing, Harpoon shall enforce such provisions on behalf of Maverick, at Maverick’s request and expense, to the extent that Maverick cannot enforce such Contracts directly. Effective upon the Series B Closing, Harpoon hereby waives (x) any non-competition or similar provisions and (y) any confidentiality provisions, to the extent restricting disclosure or use of the Transferred Intellectual Property or use of the license set forth in Section 2.2(a), in each case ((x) and (y)) applicable to Transferred Employees contained in Contracts that Transferred Employees entered into with Harpoon prior to the Series B Closing.

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